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TMI Blog2021 (1) TMI 315X X X X Extracts X X X X X X X X Extracts X X X X ..... d to as the Transferee Company] under Section 230 read with Section 232 of the Companies Act, 2013 for sanctioning the Scheme of Amalgamation of the Transferor Companies with the Transferee Company. The facts are as under: - 2. The CA/337(CAA)/2019 filed before the NCLT Chennai Bench by the aforementioned Companies had been disposed of with a direction to comply all statutory actions mentioned in the order and to present the petition within one week from the date of the Report of the Chairman with regard to the meetings of the secured/unsecured creditors of the 2nd Transferor Company and the Transferee Company. Hence this Company Petition has been filed. The Petitioners have produced the Scheme of Amalgamation on 27.11.2020 duly notarised by a Notary Public. The benefits of Amalgamation are: - a. The Transferor Companies and Transferee Company shares the same management and have a close link between them in respect of business and operational activities, if the Companies are integrated through a Scheme of amalgamation, it would bring in enormous synergetic benefits and will pave the way for creating a large enterprise be and even the human resources could be streamlined and int ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions of service applicable to the said staff, workmen and employees after such transfer shall not in any way be less favourable to them than those applicable to them immediately before the transfer; 8.3 For the purpose of payment of any retirement benefit/ compensation, the uninterrupted past services of the EMPLOYEES shall also be taken into account; 8.4 AIFMSPL will abide by the terms of agreements/ settlements entered into by the union associations of the EMPLOYEES with| their respective previous employers; 8.5 AIFMSPL shall stand substituted for all purposes whatsoever in the superannuation fund, provident fund and gratuity fund or all| other special funds ("FUNDS") created or existing for the benefit of the staff, workmen or employees of TIPL and TAIPL. It is the aim and intent that all the rights, duties, powers and obligations of TIPL and TAIPL, in| relation to such FUNDS shall become those of| TAIPL and all the rights, duties and benefits of EMPLOYEES of TPL and TAIPL under such| Funds shall be protected. IT IS CLARIFIED THAT the uninterrupted services of the EMPLOYEES of TIPL and TAIPL will also be treated as having been continuous for the purpose of the aforesa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... epresenting the shares in the transferor companies i.e., TIPL and TAIPL shall be cancelled and shall be deemed to be cancelled without any further acts or deeds. 11.3 On the Scheme becoming effective, the entire paid-up share capital of the transferor companies i.e., TIPL and TAIPL shall stand cancelled without any further acts of deeds and the transferor companies i.e., TIPL and TAIPL shall stand dissolved without winding-up. 11.4 The equity shares of AIFMSPL to be issued and allotted to the equity shareholders of TIPL and TAIPL, as mentioned herein above, shall rank| pari passu in all respect with the equityshares of AIFMSPL. 11.5 No fractional certificate(s) shall be issued by the transferee company in respect of the fractional share entitlements, if any, to which the members of the transferor companies may be entitled on issue and allotment of the equity share of the transferee company as aforesaid. Such fractions shall be ignored and entitlement of shares shall be counted to the previous whole integer. 11.6 Upon sanction of the Scheme of Amalgamation, the authorized share capital of the Transferor Companies shall stand transferred to the Transferee Company without any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bjects of the company as per the attached Memorandum of Association to the application is as under: - "to engage in the business to develop, build, lease and sell kinds of Infrastructure." 10. The Authorised share capital of the Company is Rs. 1,00,00,000/-divided into 10,00,000 equity Shares of Rs. 10/- each and the Paid-up capital of the company is Rs. 94,76,630/-divided into 9,47,663 equity Shares of Rs. 10/- each. The directors of the company are (1) Sri. Jayakumar P and (2) M.S. Subbalakshmi. The above company is having the following fellow subsidiaries: * Asian Institute of Film & Media Studies Pvt Ltd * First Serve Toonzpte Itd, Singapore * Location Media Pte Ltd, Sinagpore * Toonz Entertainment NZ Ltd. * Toonz Animation India Pvt Ltd * Imira Entertainment SL, Spain * Magpie Entertainment Ltd, UK 11. The 2nd Transferor Company was incorporated on 24.06.1999 as a Private Limited Company under the Companies Act, 1956. The Registered Office of the Company is situated at Door No.731-735, Nila, Technopark Campus, Kariavattom, Trivandrum- 695581. The main objects of the company as per Memorandum of Association is as under: - "to develop and sell computer assist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 12 of the said judgement which are relevant to the issue involved in this case is quoted below: - "9. The Official Liquidator has filed his report along with the report of the Chartered Accountant. The report of the chartered accountant states that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or creditors or to public interest and they do not come across any act of misfeasance by the Directors attracting the provisions of Sections 542 and 543 of the Companies Act, 1956. However, the Official Liquidator in the report has raised a pertinent objection which is to the effect that the Memorandum of Association of the transferee Company does not have a specific clause on amalgamation." "12. A reference to the said Sections 391 and 394 of the Companies Act, 1956, which facilitate the reconstruction and amalgamation of the companies by order of Court, shows clearly that such transfer or amalgamation is a right conferred under law and the Memorandum of Association of every company also impliedly incorporates the terms of the Companies Act,2013. Under such circumstances, I am of the considered view that even in the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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